0000904454-20-000047.txt : 20200117 0000904454-20-000047.hdr.sgml : 20200117 20200117135422 ACCESSION NUMBER: 0000904454-20-000047 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200117 DATE AS OF CHANGE: 20200117 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Provention Bio, Inc. CENTRAL INDEX KEY: 0001695357 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90545 FILM NUMBER: 20533076 BUSINESS ADDRESS: STREET 1: P.O. BOX 666 CITY: OLDWICK STATE: NJ ZIP: 08858 BUSINESS PHONE: 908-428-9136 MAIL ADDRESS: STREET 1: P.O. BOX 666 CITY: OLDWICK STATE: NJ ZIP: 08858 FORMER COMPANY: FORMER CONFORMED NAME: Provention Inc. DATE OF NAME CHANGE: 20170120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JOHNSON & JOHNSON CENTRAL INDEX KEY: 0000200406 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 221024240 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE JOHNSON & JOHNSON PLZ CITY: NEW BRUNSWICK STATE: NJ ZIP: 08933 BUSINESS PHONE: 732-524-2455 MAIL ADDRESS: STREET 1: ONE JOHNSON & JOHNSON PLZ CITY: NEW BRUNSWICK STATE: NJ ZIP: 08933 SC 13G/A 1 s13g_011620-proventionbio.htm SCH 13GA - FILER JOHNSON & JOHNSON, SUBJECT - PROVENTION BIO, DTD 12/31/19

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)1
 
 
Provention Bio, Inc.
(Name of Issuer)
 
 
Common Stock, $0.0001 par value
(Title of Class of Securities)
 
74374N102
(CUSIP Number)
 
 
December 31, 2019
(Date of Event Which Requires Filing of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[  ] Rule 13d-1(b)

[  ] Rule 13d-1(c)

[ X ] Rule 13d-1(d)


1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.  The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 74374N102

1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Johnson & Johnson
EIN:  22-1024240
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 [  ]
(b)
 [  ]
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
 PERSON
WITH
5.
SOLE VOTING POWER
-0-
6.
SHARED VOTING POWER
1,124,973*
7.
SOLE DISPOSITIVE POWER
-0-
8.
SHARED DISPOSITIVE POWER
1,124,973*
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,124,973*
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[  ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.4%**
12.
TYPE OF REPORTING PERSON
CO

* As of December 31, 2019
** Based on 47,638,361 shares of Common Stock outstanding as of November 1, 2019, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2019 filed with the Securities and Exchange Commission on November 5, 2019


2
CUSIP No. 74374N102


1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Johnson & Johnson Innovation-JJDC, Inc.
EIN:  22-2007137
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 [  ]
(b)
 [  ]
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
-0-
6.
SHARED VOTING POWER
1,124,973*
7.
SOLE DISPOSITIVE POWER
-0-
8.
SHARED DISPOSITIVE POWER
1,124,973*
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,124,973*
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[  ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.4%**
12.
TYPE OF REPORTING PERSON
CO

* As of December 31, 2019
** Based on 47,638,361 shares of Common Stock outstanding as of November 1, 2019, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2019 filed with the Securities and Exchange Commission on November 5, 2019



3
CUSIP No. 74374N102

AMENDMENT NO. 1 TO SCHEDULE 13G (FINAL AMENDMENT)


Reference is hereby made the statement on Schedule 13G filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Stock of the Issuer on January 22, 2019 (the “Schedule 13G”).  Terms defined in the Schedule 13G are used herein as so defined.

The following items of the Schedule 13G are amended and restated to read in their entirety as follows:


ITEM 4
 
 
 
 
 
ITEM 5
OWNERSHIP:
 
The information requested in this item is incorporated herein by reference to the cover pages to this Amendment No. 1 to Schedule 13G.
 
 
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
 
If this statement is being filed to report the fact that the Reporting Persons have ceased to be beneficial owners of more than five percent of the Common Stock, check the following:  [X].
 
 
 

4
CUSIP No. 74374N102

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  January 16, 2020

 
JOHNSON & JOHNSON
 
  
 
By:
/s/ Matthew Orlando
  
 
Name:
Matthew Orlando
  
 
Title:
Secretary
  
       
       
 
JOHNSON & JOHNSON INNOVATION-JJDC, INC.
  
       
 
By:
/s/ Kevin Norman
  
 
Name:
Kevin Norman
  
 
Title:
Assistant Secretary
  

5